1. On your PC or Mac, download and install the LeapFrog Connect application for LeapPad from www.leapfrog.com/connect

2. Launch the LeapFrog Connect application on your computer.

3. Power on the LeapPad Ultra while simultaneously holding down the Right D-Pad and Home buttons.

4. As you power up the LeapPad Ultra while holding down these buttons, it should boot to a "Connection needed" screen.

5. Using the USB cord that came included with the LeapPad Ultra, plug the LeapPad Ultra into the computer

6. When the update completes, click the eject button on LeapFrog Connect and disconnect the LeapPad Ultra